Possible Higher Offer

RNS Number:7248K
ING Bank N.V. London Branch
6 May 2003



The 'Possible Higher Offer' announcement for ING Bank B.V. London Branch
released on 6 May 2003 at 07:00 under RNS No 7141K has been re-released to 
facilitate onward transmission by third party vendors.

The announcement is unchanged and is reproduced in full below.





                   EMBARGOED UNTIL 7.00am TUESDAY 6 MAY 2003

     PROPERTY INCOME AND GROWTH FUND LIMITED ('Property Income and Growth')

                                      and

                     BC PROPERTY SECURITIES LIMITED ('BC')

                             (together the 'Group')


      Possible Higher Offer For Property Income and Growth Ordinary Shares

           Possible Cash Offer For BC Zero Dividend Preference Shares





Background

Shareholders of Property Income and Growth will be aware of the announcements by
the Property Income and Growth Board on 23 April and 2 May 2003 that it had
received a preliminary approach from a third party which was considering making
an offer for both the ordinary shares of Property Income and Growth and the zero
dividend preference ('ZDP') shares of BC.

That third party is a client of ING Real Estate Investment Management (UK)
Limited ('ING Real Estate'), advised by ING Barings. Despite the disclosed level
of acceptances, ING Real Estate remains a potential bidder for both the ordinary
shares of Property Income and Growth and the ZDP shares of BC and believes that
its proposals will be more attractive both to Property Income and Growth
ordinary shareholders and significantly so for the BC ZDP holders.



Outline of Possible Offer

ING Real Estate is contemplating making the following offers:

         17.5p per Property Income and Growth ordinary share (the 'Ordinary Offer') plus the 0.5p Special Dividend
         declared in connection with the Land Race offer - a total of 18p per Property Income and Growth ordinary
         share; and

         100p in cash per BC ZDP (the 'ZDP Offer'), representing a 78% premium to the middle market price of a BC
         ZDP share (56.25p) as of 2 May 2003.


The key conditions, inter alia, expected to apply to any Ordinary Offer and any
ZDP Offer (together the 'Offers') are as follows:

1.      the acceptance level for each of the Offers will be 75%; and

2.      each of the Offers will be inter-conditional on the other achieving the required acceptance level.


Next Steps

ING Real Estate and ING Barings intend to continue their discussions with the
Property Income and Growth Board, its advisers and with shareholders of Property
Income and Growth and BC, with a view to concluding negotiations as soon as
possible with the expectation that the Property Income and Growth Board will
recommend the Offers. In the interim, Property Income and Growth ordinary
shareholders are urged not to accept the Land Race offer.

ING Real Estate believes that whilst the Land Race offer is an attractive
proposal for the Group's management company, the majority shareholder of whom is
the investor behind Land Race, it is not necessarily in the best interests of
ZDP holders due to the significant increase in gearing within the Group that
will rank ahead of the ZDP holders.

ING Real Estate's willingness to make the Offers is subject to the satisfactory
outcome of due diligence into the Group.


Background Information on ING Real Estate

ING Real Estate is the UK real estate asset management arm of ING Group NV - the
largest financial institution in the Netherlands with a market capitalisation of
Euro28 billion (#19.5 billion). ING Group's real estate assets under management
total some Euro35 billion (#24.3 billion) making it one of the largest real estate
asset management groups in the world. In the UK, it manages some #1.8 billion of
real estate assets on behalf of a broad range of institutional investors.


It should be noted that this announcement does not constitute an announcement of
a firm intention to make an offer for Property Income and Growth, as defined
under Rule 2.5 of The City Code on Takeovers and Mergers, and that it is not
certain that a firm offer from ING Real Estate will be forthcoming.


Enquiries:

Nicholas Gold/William Marle                                     020 7767 1000
ING Barings




The investment banking arm of ING Bank N.V., London Branch ('ING Barings') is
acting for ING Real Estate and for no one else in relation to the matters
described in this announcement and will not be responsible to anyone other than
ING Real Estate for providing the protections afforded to clients of ING
Barings.

This announcement does not constitute an offer or an invitation to purchase any
securities.





                      This information is provided by RNS
            The company news service from the London Stock Exchange

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